Form 8-K REX ENERGY CORP For: May 26

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report: May 26, 2015

 

 

Rex Energy Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		001-33610		20-8814402
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

366 Walker Drive

State College, Pennsylvania 16801

(Address of Principal Executive Office and Zip Code)

(814) 278-7267

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Item 1.01

Entry Into A Material Definitive Agreement

The information regarding the Independent Director Agreement entered into by Rex Energy Corporation (the “Company”) and Jack N. Aydin described under “Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers” is incorporated herein by reference.

 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) Jack N. Aydin will join the Company’s Board of Directors effective June 1, 2015, to serve until the Company’s next Annual Meeting of Stockholders.

Mr. Aydin has over 45 years of experience as a financial analyst covering the oil and gas industry. He was a senior analyst with KeyBanc Capital Markets for over 40 years, most recently serving as Senior Managing Director from 2000 until his retirement in 2014. While at KeyBanc, Mr. Aydin primarily focused his analyst coverage on the exploration and production sector, particularly on small and mid-cap E&P companies. In addition, he managed the KeyBanc Sales and Trading office for 10 years and served as interim Director of Research in 2003. Mr. Aydin began his career in 1968 with Filor, Bullard and Smythe, where he served as both an equity research analyst and Director of Research. Over the course of his career, Mr. Aydin has been recognized numerous times by leading financial publications for his excellence in stock selection and earnings estimations. He currently serves as a director of Synergy Resources Corporation, and is a member of the National Association of Petroleum Investment Analysts, the Oil Analysts Group of New York, and the New York Society of Security Analysts. He holds an MBA degree in finance and economics, as well as a Bachelor of Science degree from Farleigh Dickinson University in New Jersey, and a Bachelor of Science degree in Philosophy from St. Ephraim Seminary in Mosul, Iraq.

In connection with his appointment as a director of the Company, Mr. Aydin entered into an Independent Director Agreement with the Company. The agreement provides that Mr. Aydin will be entitled to the compensation provided for in the Director Compensation Plan of the Company, as the plan may be amended from time to time (the “Plan”), including an equity grant in connection with his election to the Board. The description of the current Plan was included in the Company’s Proxy Statement on Schedule 14A under the heading “Director Compensation in 2014” filed with the U.S. Securities and Exchange Commission on March 27, 2015, and such information is hereby incorporated by reference into this Current Report on Form 8-K. The agreement further provides that the Company will reimburse Mr. Aydin for his reasonable out-of-pocket expenses incurred in connection with the performance of his duties as a director, that he will be covered by any directors’ and officers’ liability insurance maintained by the Company, and that he is entitled to limitations of liability and indemnification rights as provided in the Company’s Certificate of Incorporation and Bylaws, the General Corporation Law of the State of Delaware, and other applicable law. The foregoing description of the Independent Director Agreement is qualified in its entirety by reference to the complete text of the agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and are incorporated herein by reference.

There are no arrangements or understandings between Mr. Aydin and any other person pursuant to which Mr. Aydin was elected as a director, and the Company believes there are no transactions to which Mr. Aydin has a material interest requiring disclosure under Item 404(a) of Regulation S-K. However, Mr. Aydin was employed by KeyBanc, most recently serving as Senior Managing Director from 2000-2014. Since 2007, KeyBanc has acted as lead underwriter for four public common equity offerings by the Company, served in the syndicate of initial purchasers for two private debt offerings by the Company and served in the syndicate of underwriters for one public preferred equity offering by the Company. The Company estimates that it paid KeyBanc approximately $1,158,500 in underwriting and initial purchaser fees in 2014.

 

Item 7.01

Regulation FD Disclosure.

On May 26, 2015, the Company issued a press release announcing the appointment of Mr. Aydin as a director of the Company effective June 1, 2015, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit Number		Exhibit Title
10.1		Independent Director Agreement effective June 1, 2015 by and between Rex Energy Corporation and Jack N. Aydin
99.1		Press Release of Rex Energy Corporation dated May 26, 2015.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

				REX ENERGY CORPORATION
Date: May 26, 2015				By:		/s/ Jennifer L. McDonough
						Name:		Jennifer L. McDonough
						Title:		Vice President, General Counsel and Corporate Secretary

Exhibit 10.1

INDEPENDENT DIRECTOR AGREEMENT

THIS INDEPENDENT DIRECTOR AGREEMENT is made effective as of the 1st day of June, 2015 (the “Agreement”), between REX ENERGY CORPORATION, a Delaware corporation with an address at 366 Walker Drive, State College, Pennsylvania 16801 (the “Company”), and JACK N. AYDIN (“Director”).

WHEREAS, it is essential to the Company to retain and attract as directors the most capable persons available to serve on the board of directors of the Company (the “Board”).

WHEREAS, the Company believes that Director possesses the necessary qualifications and abilities to serve as a director of the Company and to perform the functions and meet the Company’s needs related to its Board.

NOW, THEREFORE, in consideration of the mutual promises contained herein, the benefits to be derived by each party hereunder and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Service as Director. Director will serve as a director of the Company and perform all duties as a director of the Company, including without limitation (a) attending meetings of the Board, (b) serving, if requested, on one or more committees of the Board (each a “Committee”) and attending meetings of each Committee of which Director is a member, and (c) using reasonable efforts to promote the business of the Company. The Company generally holds at least one in-person regular meeting of the Board and each Committee each quarter, together with additional meetings of the Board and Committees as may be required by the business and affairs of the Company. In fulfilling his responsibilities as a director of the Company, Director agrees that he shall act honestly and in good faith with a view to the best interests of the Company and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

2. Compensation and Expenses.

(a) Board Compensation. For the services provided to the Company as a director, the Director will be entitled to the compensation provided for in the Director Compensation Plan of the Company, as such plan may be amended, modified or replaced from time to time.

(b) Expenses. Upon submission of appropriate receipts, invoices or vouchers as may be reasonably required by the Company, the Company will reimburse Director for all reasonable out-of-pocket expenses incurred in connection with the performance of Director’s duties under this Agreement.

(c) Other Benefits. The Board (or its designated Committee) may from time to time authorize additional compensation and benefits for Director, including additional compensation for service as chairman or a member of a Committee and awards under any stock incentive, stock option, stock compensation or long-term incentive plan of the Company, including, without limitation, the Company’s Amended and Restated 2007 Long Term Incentive Plan or any other plan that may later be established by the Company.

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3. Director and Officer Liability Insurance. To the extent the Company maintains an insurance policy or policies providing directors’ and officers’ liability insurance, Director shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any of the Company’s directors or officers.

4. Limitation of Liability; Right to Indemnification. Director shall be entitled to limitations of liability and the right to indemnification against expenses and damages in connection with claims against Director relating to his service to the Company to the fullest extent permitted by the Company’s Certificate of Incorporation and Bylaws (as such documents may be amended from time to time), the General Corporation Law of the State of Delaware and other applicable law.

5. Amendments and Waiver. No supplement, modification or amendment of this Agreement will be binding unless executed in writing by both parties. No waiver of any provision of this Agreement on a particular occasion will be deemed or will constitute a waiver of that provision on a subsequent occasion or a waiver of any other provision of this Agreement.

6. Binding Effect. This Agreement will be binding upon and inure to the benefit of and be enforceable by the parties and their respective successors and assigns.

7. Severability. The provisions of this Agreement are severable, and any provision of this Agreement that is held by a court of competent jurisdiction to be invalid, void, or otherwise unenforceable in any respect will not affect the validity or enforceability of any other provision of this Agreement.

8. Governing Law. This Agreement will be governed by and construed and enforced in accordance with the laws of the State of Delaware applicable to contracts made and to be performed in that state without giving effect to the principles of conflicts of laws.

9. Entire Agreement. This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof, superseding all negotiations, prior discussions and prior agreements and understanding relating to such subject matter.

10. Miscellaneous. This Agreement may be executed by the Company and Director in any number of counterparts, each of which shall be deemed an original instrument, but all of which together shall constitute but one and the same instrument. Any party may execute this Agreement by facsimile or email signature and the other party will be entitled to rely on such facsimile or email signature as evidence that this Agreement has been duly executed by such party. Director acknowledges that this Agreement does not constitute a contract of employment and does not imply that the Company will continue his service as a director for any period of time.

 

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IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as of the date shown above.

 

 

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Exhibit 99.1

 

Rex Energy Announces Addition to Board of Directors

STATE COLLEGE, Pa., May 26, 2015 (GLOBE NEWSWIRE) – Rex Energy Corporation (NASDAQ: REXX) is pleased to announce that Jack N. Aydin will join the company’s Board of Directors effective June 1, 2015.

Mr. Aydin has over 45 years of experience as a financial analyst covering the oil and gas industry. He was a senior analyst with KeyBanc Capital Markets for over 40 years, most recently serving as Senior Managing Director from 2000 until his retirement in 2014. While at KeyBanc, Mr. Aydin primarily focused his analyst coverage on the exploration and production sector, particularly on small and mid-cap E&P companies. In addition, he managed the KeyBanc Sales and Trading office for 10 years and served as interim Director of Research in 2003. Mr. Aydin began his career in 1968 with Filor, Bullard and Smythe, where he served as both an equity research analyst and Director of Research. Over the course of his career, Mr. Aydin has been recognized numerous times by leading financial publications for his excellence in stock selection and earnings estimations. He currently serves as a director of Synergy Resources Corporation, and is a member of the National Association of Petroleum Investment Analysts, the Oil Analysts Group of New York, and the New York Society of Security Analysts. He holds an MBA degree in finance and economics, as well as a Bachelor of Science degree from Farleigh Dickinson University in New Jersey, and a Bachelor of Science degree in Philosophy from St. Ephraim Seminary in Mosul, Iraq.

Lance T. Shaner, Rex Energy’s Chairman of the Board of Directors, commented, “We are pleased to welcome Jack Aydin to Rex Energy’s Board of Directors. Jack’s extensive experience and comprehensive understanding of the financial and operational aspects of the oil and gas industry are strong complements to the existing Board. His insight and perspective will be invaluable as we continue to position Rex Energy for strategic long-term growth.”

About Rex Energy Corporation

Rex Energy, headquartered in State College, Pennsylvania, is an independent oil and gas exploration and production company operating in the Appalachian and Illinois Basins within the United States. The company’s strategy is to pursue its higher potential exploration drilling prospects while acquiring oil and natural gas properties complementary to its portfolio.

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For more information contact:

Investor Relations

(814) 278-7130

[email protected]

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